Common use of Proprietary Rights and Confidentiality Clause in Contracts

Proprietary Rights and Confidentiality. 6.1 Provider acknowledges and agrees that the CHC IP and all intellectual property rights (including, without limitation, trademark, copyright, patent, trade secrets and confidential information rights) derived or devolving from the XXX Xxxxxxxx, XXX Xxxxxxxx, XXX Materials or the performance of the CHC Services, and all derivative works of the CHC IP (including, without limitation, data compilations, abstracts, aggregations and statistical summaries), and all information regarding the foregoing (including but not limited to technology and know-how information) and all copies of the foregoing, regardless of by whom prepared, are the confidential property and trade secrets of CHC and “Confidential Information” of CHC subject to Section 6.2 of this Agreement, whether or not any portion thereof is or may be validly trademarked, copyrighted or patented. All proprietary rights in and to the foregoing shall remain vested in CHC or its licensor, except for the limited license rights granted Provider pursuant to this Agreement. Provider will make no attempt to ascertain the circuit diagrams, source code, schematics, logic diagrams, components, operation of, or otherwise attempt to decompile or reverse engineer, or copy, modify, transfer or prepare any derivative works from, the CHC IP, except as specifically authorized by CHC in writing or as otherwise provided herein. Provider shall reasonably cooperate with CHC in any claim or litigation against third parties that CHC may determine to be appropriate to enforce its property rights respecting the CHC IP. The breach or threatened breach by Provider of any provision of this Article 6 will subject Provider, at CHC’s option, to the immediate termination of all Provider’s rights hereunder, and CHC shall be entitled to seek an injunction restraining such breach without limiting CHC’s other remedies for such breach or threatened breach, including recovery of damages from Provider. 6.2 Each party shall retain in confidence and not disclose to any other person, except in confidence and in accordance with this Section 6.2, any of the terms of this Agreement, and any and all confidential or proprietary information and materials of the other party. All of the foregoing are hereinafter referred to as “Confidential Information”; provided, however, Confidential Information shall not include information which (a) is or becomes generally available to the public other than as a result of a wrongful disclosure by the recipient, (b) was in the recipient’s possession and not known to be the Confidential Information of the other party prior to its disclosure to the recipient by the other party, (c) was independently developed by the recipient, or (d) was disclosed by another entity without restriction and where neither party is aware of any violation of the confidential information rights of the other party. Confidential Information of the other party shall not be disclosed, in whole or in part, to any person other than in confidence to one for whom such knowledge is reasonably necessary for purposes of this Agreement, and then only to the degree such disclosure is so necessary, and only if the recipient has agreed in writing to maintain the confidentiality of such information. Each party shall hold the Confidential Information of the other in confidence and protect the same with at least the same degree of care with which it protects is own most sensitive confidential information, but in any event, no less than reasonable care. 6.3 If a party is required by judicial, administrative or other governmental order to disclose any Confidential Information of the other party, it shall promptly notify the other party prior to making any such legally required disclosure and provide reasonable cooperation in order to allow such party to seek a protective order or other appropriate remedy prior to complying with such order. 6.4 All media releases, public announcements or other public disclosures by Provider or its employees or agents relating to this Agreement or its subject matter, including without limitation, promotional or marketing materials, shall be coordinated with and approved by CHC prior to release, but this restriction shall not apply to any disclosure solely for internal distribution by Provider or any disclosure required by legal, accounting or regulatory requirements.

Proprietary Rights and Confidentiality. 6.1 Provider 7.1 Vendor acknowledges and agrees that the CHC IP Materials, CHC Services, and all intellectual property rights (including, without limitation, trademark, copyright, patent, trade secrets and secrets, confidential information rights, and moral rights) derived or devolving from the XXX Xxxxxxxx, XXX Xxxxxxxx, XXX CHC Materials or the performance of the CHC Services, and all derivative works of the CHC IP Materials, CHC Services, and such intellectual property rights (including, without limitation, data compilations, abstracts, and aggregations and statistical summaries), and all information regarding the foregoing (including but not limited to technology and know-how information) and all copies of the foregoing, regardless of by whom prepared, are owned by and are valuable, special and unique assets of CHC’s business and may be provided to third parties by CHC and its Affiliates consistent with law. Vendor further expressly acknowledges and agrees that the foregoing are the confidential property and trade secrets of CHC and “Confidential Information” of CHC subject to Section 6.2 7.2 of this Agreement, whether or not any portion thereof is or may be validly trademarked, copyrighted or patented. All proprietary rights in and to the foregoing shall remain vested in CHC or its licensor, except for the limited license rights granted Provider Vendor or Vendor’s Customers pursuant to this Agreement. Provider Vendor will make no attempt to ascertain the circuit diagrams, source code, schematics, logic diagrams, components, operation of, or otherwise attempt to decompile or reverse engineer, or copy, modify, transfer or prepare any derivative works from, portion of the CHC IP, except Materials or CHC Services. Except as specifically authorized by CHC in writing writing, Vendor may not copy any portion of the CHC Materials, or as otherwise provided hereinmodify or transfer the CHC Materials, or any copy or merged portion thereof, in whole or in part, or prepare any derivative works of the CHC Materials. Provider Vendor shall reasonably cooperate with CHC in any claim or litigation against third parties that CHC may determine to be appropriate to enforce its property rights respecting the CHC IPMaterials, and/or CHC Services. The breach or threatened breach by Provider Vendor of any provision of this Article 6 7 will subject ProviderVendor, at CHC’s option, to the immediate termination of all ProviderVendor’s rights hereunder, and CHC shall be entitled to seek an injunction restraining such breach without limiting CHC’s other remedies for such breach or threatened breach, including recovery of damages from ProviderVendor. 6.2 Each party shall retain in confidence and not disclose to any other person, except in confidence and in accordance with this Section 6.2, any of the terms of this Agreement, and any and all confidential or proprietary information and materials of the other party. All of the foregoing are hereinafter referred to as “Confidential Information”; provided, however, Confidential Information shall not include information which (a) is or becomes generally available to the public other than as a result of a wrongful disclosure by the recipient, (b) was in the recipient’s possession and not known to be the Confidential Information of the other party prior to its disclosure to the recipient by the other party, (c) was independently developed by the recipient, or (d) was disclosed by another entity without restriction and where neither party is aware of any violation of the confidential information rights of the other party. Confidential Information of the other party shall not be disclosed, in whole or in part, to any person other than in confidence to one for whom such knowledge is reasonably necessary for purposes of this Agreement, and then only to the degree such disclosure is so necessary, and only if the recipient has agreed in writing to maintain the confidentiality of such information. Each party shall hold the Confidential Information of the other in confidence and protect the same with at least the same degree of care with which it protects is own most sensitive confidential information, but in any event, no less than reasonable care. 6.3 If a party is required by judicial, administrative or other governmental order to disclose any Confidential Information of the other party, it shall promptly notify the other party prior to making any such legally required disclosure and provide reasonable cooperation in order to allow such party to seek a protective order or other appropriate remedy prior to complying with such order. 6.4 All media releases, public announcements or other public disclosures by Provider or its employees or agents relating to this Agreement or its subject matter, including without limitation, promotional or marketing materials, shall be coordinated with and approved by CHC prior to release, but this restriction shall not apply to any disclosure solely for internal distribution by Provider or any disclosure required by legal, accounting or regulatory requirements.

Proprietary Rights and Confidentiality. 6.1 Provider acknowledges and agrees that the CHC IP and ENVOY products, ENVOY Materials, ENVOY Services, all intellectual property rights (including, without limitation, trademark, copyright, patent, trade secrets and secrets, confidential information rights, and moral rights) derived or devolving from the XXX XxxxxxxxENVOY Products, XXX Xxxxxxxx, XXX ENVOY Materials or the performance of the CHC ENVOY Services, and all derivative works of the CHC IP ENVOY Products, ENVOY Materials, ENVOY Services, and such intellectual property rights (including, without limitation, data compilations, abstracts, and aggregations and statistical summaries), and all information regarding the foregoing (including but not limited to technology and know-how information) and all copies of the foregoing, regardless of by whom prepared, are owned by and are valuable, special and unique assets of ENVOY’s business and may be provided to third parties by ENVOY and its Affiliates consistent with law. Provider further expressly acknowledges and agrees that the foregoing are the confidential property and trade secrets of CHC ENVOY and “Confidential Information” of CHC ENVOY subject to Section 6.2 of this Agreement, whether or not any portion thereof is or may be validly trademarked, copyrighted or patented. All proprietary rights in and to the foregoing shall remain vested in CHC ENVOY or its licensor, except for the limited license rights granted Provider pursuant to this Agreement. Provider will make no attempt to ascertain the circuit diagrams, source code, schematics, logic diagrams, components, operation of, or otherwise attempt to decompile or reverse engineerengineer any portion of the ENVOY Products. Except as specifically authorized by ENVOY in writing, Provider may not copy any portion of the ENVOY Products, ENVOY Materials, or copymodify or transfer the ENVOY Products or ENVOY Materials, modifyor any copy or merged portion thereof, transfer in whole or in part, or prepare any derivative works from, of the CHC IP, except as specifically authorized by CHC in writing ENVOY Products or as otherwise provided hereinENVOY Materials. Provider shall reasonably cooperate with CHC ENVOY in any claim or litigation against third parties that CHC ENVOY may determine to be appropriate to enforce its property rights respecting the CHC IPENVOY Products, ENVOY Materials and/or ENVOY Services. The breach or threatened breach by Provider of any provision of this Article 6 will subject Provider, at CHCENVOY’s option, to the immediate termination of all Provider’s rights hereunder, and CHC ENVOY shall be entitled to seek an injunction restraining such breach without limiting CHCENVOY’s other remedies for such breach or threatened breach, including recovery of damages from Provider. 6.2 Each party shall retain in confidence and not disclose to any other person, except in confidence and in accordance with this Section 6.2, any of 6.2 the terms of this Agreement (including but not limited to pricing of fees and payments provided for in this Agreement), and any and all confidential or proprietary information and materials of the other party. All of the foregoing are hereinafter referred to as “Confidential Information”; provided, however, Confidential Information shall not include information which (a) is or becomes generally available to the public other than as a result of a wrongful disclosure by the recipient, (b) was in the recipient’s possession and not known to be the Confidential Information of the other party prior to its disclosure to the recipient by the other party, (c) was independently developed by the recipient, or (d) was disclosed by another entity without restriction and where neither party is aware of any violation of the confidential information rights of the other party. Confidential Information information of the other party shall not be disclosed, in whole or in part, to any person other than in confidence to one for whom such knowledge is reasonably necessary for purposes of this Agreement, Agreement and then only to the degree such disclosure is so necessary, necessary and only if the recipient has agreed in writing to maintain the confidentiality of such information. Each party shall hold the Confidential Information shall be protected by each party in a manner which shall be no less protective than the standard of the other in confidence and cure which such party then uses to protect the same with at least the same degree of care with which it protects is its own most sensitive confidential informationsimilar Confidential Information, but in any event, no event shall such standard be less than reasonable care. 6.3 If a party is required reasonably adequate to protect such Confidential Information. The parties shall take all appropriate action by judicialinstruction, administrative written agreement or other governmental order otherwise to disclose any Confidential Information satisfy their obligations with respect to the use, copying, confidentiality, protection and security of the other party, it ’s Confidential Information. This provision shall promptly notify survive the other party prior to making any such legally required disclosure and provide reasonable cooperation in order to allow such party to seek a protective order termination or other appropriate remedy prior to complying with such orderexpiration of this Agreement. 6.4 6.3 All media releases, public announcements or other public disclosures by Provider either party or its their employees or agents relating to this Agreement or its subject matter, including without limitation, promotional or marketing materialsmaterial, shall be coordinated with and approved by CHC an officer of the other party prior to release, but this restriction shall not apply to any disclosure solely for internal distribution by Provider either party or any disclosure required by legal, accounting or regulatory requirements.

Proprietary Rights and Confidentiality. 6.1 Provider 7.1 Vendor acknowledges and agrees that the CHC IP Materials, CHC Services, and all intellectual property rights (including, without limitation, trademark, copyright, patent, trade secrets and secrets, confidential information rights, and moral rights) derived or devolving from the XXX Xxxxxxxx, XXX Xxxxxxxx, XXX CHC Materials or the performance of the CHC Services, and all derivative works of the CHC IP Materials, CHC Services, and such intellectual property rights (including, without limitation, data compilations, abstracts, and aggregations and statistical summaries), and all information regarding the foregoing (including but not limited to technology and know-how information) and all copies of the foregoing, regardless of by whom prepared, are owned by and are valuable, special and unique assets of CHCís business and may be provided to third parties by CHC and its Affiliates consistent with law. Vendor further expressly acknowledges and agrees that the foregoing are the confidential property and trade secrets of CHC and “Confidential Information” Information of CHC subject to Section 6.2 7.2 of this Agreement, whether or not any portion thereof is or may be validly trademarked, copyrighted or patented. All proprietary rights in and to the foregoing shall remain vested in CHC or its licensor, except for the limited license rights granted Provider Vendor or Vendorís Customers pursuant to this Agreement. Provider Vendor will make no attempt to ascertain the circuit diagrams, source code, schematics, logic diagrams, components, operation of, or otherwise attempt to decompile or reverse engineer, or copy, modify, transfer or prepare any derivative works from, portion of the CHC IP, except Materials or CHC Services. Except as specifically authorized by CHC in writing writing, Vendor may not copy any portion of the CHC Materials, or as otherwise provided hereinmodify or transfer the CHC Materials, or any copy or merged portion thereof, in whole or in part, or prepare any derivative works of the CHC Materials. Provider Vendor shall reasonably cooperate with CHC in any claim or litigation against third parties that CHC may determine to be appropriate to enforce its property rights respecting the CHC IPMaterials, and/or CHC Services. The breach or threatened breach by Provider Vendor of any provision of this Article 6 7 will subject ProviderVendor, at CHC’s CHCís option, to the immediate termination of all Provider’s Vendorís rights hereunder, and CHC shall be entitled to seek an injunction restraining such breach without limiting CHC’s CHCís other remedies for such breach or threatened breach, including recovery of damages from ProviderVendor. 6.2 7.2 Each party shall retain in confidence and not disclose to any other personperson or use in any way, except in confidence and in accordance with this Section 6.27.2, any of the terms of this Agreement (including but not limited to the pricing of fees and payments provided for in this Agreement), and any and all confidential or proprietary information and materials of the other party. All of the foregoing are hereinafter referred to as “Confidential Information”; provided, however, Confidential Information shall not include information which (a) is or becomes generally available to the public other than as a result of a wrongful disclosure by the recipient, (b) was in the recipient’s recipientís possession and not known to be the Confidential Information of the other party prior to its disclosure to the recipient by the other party, (c) was independently developed by the recipient, or (d) was disclosed by another entity without restriction and where neither party is aware of any violation of the confidential information rights of the other party. Confidential Information of the other party shall not be disclosed, in whole or in part, to any person other than in confidence to one for whom such knowledge is reasonably necessary for purposes of this Agreement, Agreement and then only to the degree such disclosure is so necessary, necessary and only if the recipient has agreed in writing to maintain the confidentiality of such information. Each party shall hold the Confidential Information shall be protected by each party in a manner which shall be no less protective than the standard of care which such party then uses to protect its own similar Confidential Information, but in no event shall such standard be less than is reasonably adequate to protect such Confidential Information. The parties shall take all appropriate action by instruction, written agreement or otherwise to satisfy their obligations with respect to the use, copying, confidentiality, protection and security of the other in confidence and protect partyís Confidential Information. This provision shall survive the same with at least the same degree termination or expiration of care with which it protects is own most sensitive confidential information, but in any event, no less than reasonable carethis Agreement. 6.3 If a party is required by judicial, administrative or other governmental order to disclose any Confidential Information of the other party, it shall promptly notify the other party prior to making any such legally required disclosure and provide reasonable cooperation in order to allow such party to seek a protective order or other appropriate remedy prior to complying with such order. 6.4 7.3 All media releases, public announcements or other public disclosures by Provider Vendor or its employees or agents relating to this Agreement or its subject matter, including without limitation, promotional or marketing materialsmaterial, shall be coordinated with and approved in writing by a CHC officer prior to release, but this restriction shall not apply to any disclosure solely for internal distribution by Provider Vendor or any disclosure required by legal, accounting or regulatory requirements. 7.4 Except as provided in this Section 7.4, the use and disclosure of Protected Health Information, as defined by the Health Insurance Portability and Accountability Act) in connection with this Agreement will be governed by the business associate addendum set forth in Exhibit A hereto. Only to the extent necessary to perform services under this Agreement, CHC may use Protected Health Information to provide Data Aggregation services as permitted by 45 C.F.R. 164.504 (e)(2)(i)(B) and may de-identify Protected Health Information in accordance with 45 C.F.R. 164.514(b). This section does not limit any other right to provide Data Aggregation services or to de-identify Protected Health Information granted in a business associate agreement or elsewhere.

Proprietary Rights and Confidentiality. 6.1 Provider 7.1 Vendor acknowledges and agrees that the CHC IP Materials, CHC Services, and all intellectual property rights (including, without limitation, trademark, copyright, patent, trade secrets and secrets, confidential information rights, and moral rights) derived or devolving from the XXX Xxxxxxxx, XXX Xxxxxxxx, XXX CHC Materials or the performance of the CHC Services, and all derivative works of the CHC IP Materials, CHC Services, and such intellectual property rights (including, without limitation, data compilations, abstracts, and aggregations and statistical summaries), and all information regarding the foregoing (including but not limited to technology and know-how information) and all copies of the foregoing, regardless of by whom prepared, are owned by and are valuable, special and unique assets of CHCís business and may be provided to third parties by CHC and its Affiliates consistent with law. Vendor further expressly acknowledges and agrees that the foregoing are the confidential property and trade secrets of CHC and “Confidential Information” ìConfidential Informationî of CHC subject to Section 6.2 7.2 of this Agreement, whether or not any portion thereof is or may be validly trademarked, copyrighted or patented. All proprietary rights in and to the foregoing shall remain vested in CHC or its licensor, except for the limited license rights granted Provider Vendor or Vendorís Customers pursuant to this Agreement. Provider Vendor will make no attempt to ascertain the circuit diagrams, source code, schematics, logic diagrams, components, operation of, or otherwise attempt to decompile or reverse engineer, or copy, modify, transfer or prepare any derivative works from, portion of the CHC IP, except Materials or CHC Services. Except as specifically authorized by CHC in writing writing, Vendor may not copy any portion of the CHC Materials, or as otherwise provided hereinmodify or transfer the CHC Materials, or any copy or merged portion thereof, in whole or in part, or prepare any derivative works of the CHC Materials. Provider Vendor shall reasonably cooperate with CHC in any claim or litigation against third parties that CHC may determine to be appropriate to enforce its property rights respecting the CHC IPMaterials, and/or CHC Services. The breach or threatened breach by Provider Vendor of any provision of this Article 6 7 will subject ProviderVendor, at CHC’s CHCís option, to the immediate termination of all Provider’s Vendorís rights hereunder, and CHC shall be entitled to seek an injunction restraining such breach without limiting CHC’s CHCís other remedies for such breach or threatened breach, including recovery of damages from ProviderVendor. 6.2 7.2 Each party shall retain in confidence and not disclose to any other personperson or use in any way, except in confidence and in accordance with this Section 6.27.2, any of the terms of this Agreement (including but not limited to the pricing of fees and payments provided for in this Agreement), and any and all confidential or proprietary information and materials of the other party. All of the foregoing are hereinafter referred to as “Confidential Information”ìConfidential Informationî; provided, however, Confidential Information shall not include information which (a) is or becomes generally available to the public other than as a result of a wrongful disclosure by the recipient, (b) was in the recipient’s recipientís possession and not known to be the Confidential Information of the other party prior to its disclosure to the recipient by the other party, (c) was independently developed by the recipient, or (d) was disclosed by another entity without restriction and where neither party is aware of any violation of the confidential information rights of the other party. Confidential Information of the other party shall not be disclosed, in whole or in part, to any person other than in confidence to one for whom such knowledge is reasonably necessary for purposes of this Agreement, Agreement and then only to the degree such disclosure is so necessary, necessary and only if the recipient has agreed in writing to maintain the confidentiality of such information. Each party shall hold the Confidential Information shall be protected by each party in a manner which shall be no less protective than the standard of care which such party then uses to protect its own similar Confidential Information, but in no event shall such standard be less than is reasonably adequate to protect such Confidential Information. The parties shall take all appropriate action by instruction, written agreement or otherwise to satisfy their obligations with respect to the use, copying, confidentiality, protection and security of the other in confidence and protect partyís Confidential Information. This provision shall survive the same with at least the same degree termination or expiration of care with which it protects is own most sensitive confidential information, but in any event, no less than reasonable carethis Agreement. 6.3 If a party is required by judicial, administrative or other governmental order to disclose any Confidential Information of the other party, it shall promptly notify the other party prior to making any such legally required disclosure and provide reasonable cooperation in order to allow such party to seek a protective order or other appropriate remedy prior to complying with such order. 6.4 7.3 All media releases, public announcements or other public disclosures by Provider Vendor or its employees or agents relating to this Agreement or its subject matter, including without limitation, promotional or marketing materialsmaterial, shall be coordinated with and approved in writing by a CHC officer prior to release, but this restriction shall not apply to any disclosure solely for internal distribution by Provider Vendor or any disclosure required by legal, accounting or regulatory requirements. 7.4 Except as provided in this Section 7.4, the use and disclosure of Protected Health Information, as defined by the Health Insurance Portability and Accountability Act) in connection with this Agreement will be governed by the business associate addendum set forth in Exhibit B hereto. Only to the extent necessary to perform services under this Agreement, CHC may use Protected Health Information to provide Data Aggregation services as permitted by 45 C.F.R. 164.504 (e)(2)(i)(B) and may de-identify Protected Health Information in accordance with 45 C.F.R. 164.514(b). This section does not limit any other right to provide Data Aggregation services or to de-identify Protected Health Information granted in a business associate agreement or elsewhere.

Proprietary Rights and Confidentiality. 6.1 Provider Customer acknowledges and agrees that the CHC IP and all intellectual property rights (including, without limitation, trademark, copyright, patent, trade secrets and confidential information rights) derived or devolving from the XXX XxxxxxxxSoftware, XXX Xxxxxxxx, XXX Materials or the performance of the CHC Services, and all derivative works of the CHC IP (including, without limitation, data compilations, abstracts, aggregations and statistical summaries), and all information regarding the foregoing (including but not limited to technology and know-how information) and all copies of the foregoing, regardless of by whom prepared, are the confidential property and trade secrets of CHC Company and “Confidential Information” of CHC Company subject to Section 6.2 of this Agreement, whether or not any portion thereof is or may be validly trademarked, copyrighted or patented. All proprietary rights in and to the foregoing shall remain vested in CHC Company or its licensor, except for the limited license rights granted Provider Customer pursuant to this Agreement. Provider Customer will make no attempt to ascertain the circuit diagrams, source code, schematics, logic diagrams, components, operation of, or otherwise attempt to decompile or reverse engineer, or copy, modify, transfer or prepare any derivative works from, the CHC IP, except as specifically authorized by CHC Company in writing or as otherwise provided herein. Provider Customer shall reasonably cooperate with CHC Company in any claim or litigation against third parties that CHC Company may determine to be appropriate to enforce its property rights respecting the CHC IP. The breach or threatened breach by Provider Customer of any provision of this Article 6 will subject ProviderCustomer, at CHCCompany’s option, to the immediate termination of all ProviderCustomer’s rights hereunder, and CHC Company shall be entitled to seek an injunction restraining such breach without limiting CHCCompany’s other remedies for such breach or threatened breach, including recovery of damages from ProviderCustomer. 6.2 Each party shall retain in confidence and not disclose to any other person, except in confidence and in accordance with this Section 6.2, any of the terms of this Agreement, and any and all confidential or proprietary information and materials of the other party. All of the foregoing are hereinafter referred to as “Confidential Information”; provided, however, Confidential Information shall not include information which (a) is or becomes generally available to the public other than as a result of a wrongful disclosure by the recipient, (b) was in the recipient’s possession and not known to be the Confidential Information of the other party prior to its disclosure to the recipient by the other party, (c) was independently developed by the recipient, or (d) was disclosed by another entity without restriction and where neither party is aware of any violation of the confidential information rights of the other party. Confidential Information of the other party shall not be disclosed, in whole or in part, to any person other than in confidence to one for whom such knowledge is reasonably necessary for purposes of this Agreement, and then only to the degree such disclosure is so necessary, and only if the recipient has agreed in writing to maintain the confidentiality of such information. Each party shall hold the Confidential Information of the other in confidence and protect the same with at least the same degree of care with which it protects is own most sensitive confidential information, but in any event, no less than reasonable care. 6.3 If a party is required by judicial, administrative or other governmental order to disclose any Confidential Information of the other party, it shall promptly notify the other party prior to making any such legally required disclosure and provide reasonable cooperation in order to allow such party to seek a protective order or other appropriate remedy prior to complying with such order. 6.4 All media releases, public announcements or other public disclosures by Provider either party or its employees or agents relating to this Agreement or its subject matter, including without limitation, promotional or marketing materials, shall be coordinated with and approved by CHC the other party prior to release, but this restriction shall not apply to any disclosure solely for internal distribution by Provider either party or any disclosure required by legal, accounting or regulatory requirements. 6.5 The parties acknowledge and agree that the proper use and disclosure of Protected Health Information, as defined by the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations promulgated thereunder, in connection with the performance of the Services hereunder shall be governed by the Business Associate Agreement attached hereto as Schedule B.